Under the terms of the agreement, the Enel Group, through its subsidiary Enel Green Power North America, Inc. (“EGPNA”), will purchase EnerNOC for $7.67 per share in an all-cash transaction valuing the company at over $300 million, including EnerNOC’s net debt. EGPNA will commence a tender offer to acquire all of EnerNOC’s shares of common stock for $7.67 per share, representing an approximate 42% premium to the Company’s closing stock price on June 21, 2017 and a 38% premium to the 30-day volume-weighted average price.
Terms of agreement
EGPNA’s obligation to purchase the shares of EnerNOC’s common stock tendered in the tender offer is subject to certain conditions, including that holders of a majority of the shares are tendered during the tender offer period and receipt of antitrust clearance in the US. Following completion of the tender offer, the remaining shares will be acquired in a second step merger at the same cash price per share as paid in the tender offer.
“After a comprehensive review of strategic options, during which we evaluated a wide range of paths to maximize shareholder value, we are excited to enter into this agreement with the Enel Group. The transaction provides our stockholders with significant and immediate cash value, and unites us with one of the most innovative, global energy companies that shares our vision to change the way the world uses energy. In combining forces with the Enel Group, we look forward to accelerating the growth of our core businesses and to delivering ever more value to our customers as we lead the transition to a more sustainable, distributed energy future,” said Tim Healy, chairman and CEO of EnerNOC.
This transaction has been unanimously approved by the Board of Directors of EnerNOC, said the company in a release. The closing of the transaction is subject to the satisfaction of customary conditions and is expected to close in the third quarter of 2017.
Morgan Stanley and Greentech Capital Advisors are serving as financial advisors and Cooley LLP is acting as legal counsel.
In a release, Enel’s Francesco Venturini, head of Global e-Solutions, said: “Enel’s acquisition of EnerNOC, six months after our acquisition of Demand Energy Networks, reflects our strategic focus on the energy technology and services space.
“As we continue to lead the transformation of the energy sector, EnerNOC’s technological expertise and positions in key markets will add further momentum to our efforts, while we leverage the existing global footprint of the Enel Group to open up new business opportunities, taking innovative services and solutions to the hundreds of millions of people we serve around the world.”